Proposed CAG ByLaws – Sep 2015

PROPOSED CAG BYLAWS AMENDMENT NOTICE Each member in good standing will receive a ballot at the October guild meeting asking to approve the CAG Bylaws changes, Yes or No. The ballots will be counted and the Bylaws will be amended with the changes if a majority votes yes. A copy of the current Bylaws may be viewed under the ABOUT US tab on top.


This group shall be known as the Corvallis Art Guild (The Guild).


Section 1.  Purpose: The Guild is a non-profit organization of people interested in the advancement of visual arts. The purpose of The Guild shall be to:
1. Promote and support the visual arts in Linn and Benton Counties.
2. Provide members an opportunity to display and sell their art.
3. Provide support for visual artists, various school art programs and others as deemed appropriate by the Board of Directors.

Section 2.  Non-Profit: Any money that The Guild collects from dues, workshop fees, juried show entrance fees or other revenues shall not be for gain or profit to any Officer, Executive Board member, or individual general member. Funds held by The Guild shall be used to cover expenses involved in providing programs for the membership and service to the community as set forth in ” Section 1. Purpose”


Section 1.  Membership:

1. Membership shall be open to all persons residing in Linn and Benton Counties. Current members who reside or move outside the area may remain members so long as dues are current. No entrance prerequisites as to race, creed, sex, national origin or level of excellence in their chosen art media shall be required of prospective members other than an interest in the arts, support of The Guild’s activities and, in the case of Exhibiting and Associate Members, payment of yearly dues.
2. There shall be three kinds of membership: (a) Exhibiting, (b) Associate.
a. Exhibiting member: Any visual artist who has passed the jury process is eligible to become an exhibiting member.
b. Associate member: Anyone interested in the visual arts but not interested in becoming an exhibiting member may become an Associate member by paying annual dues. To become an exhibiting member, associate member must pass the jury process.

Section 2.  Dues and Fees: Annual dues shall be set on recommendation of the Board of Directors and as approved by majority vote of those present at an announced meeting. Dues must be paid by returning members during September, the start of The Guild’s fiscal year. A member’s failure to pay dues within 90 days results in deletion from the published membership roster, and, for exhibiting members, forfeiture of right to display artwork at scheduled exhibit sites and the annual Clothesline Sale. New members who pay after April 30th are in good standing for the following fiscal year. Fees may be charged for activities such as exhibits, workshops, and special programs. Fees for one-time events, such as a workshop or special program, are set by the Executive Board. Fees for recurring activities, such as the booth fee for the Clothesline Sale, are set by the Executive Board and approved by the membership at a general meeting.


The Corvallis Art Guild shall have the following officers elected from the ranks of the general membership: President, Vice President, Secretary and Treasurer. Officers of The Guild shall be elected at the June meeting and by the membership. The term of office for elected officers shall be July through June of each year. The Executive Board will be comprised of the elected officers and standing committee chairpersons. A vacancy of any office, for whatever reason, may be filled by the Executive Board for the unexpired portion of the term.


The Board of Directors, comprised of the Executive Board and the standing committee chairpersons, shall have full power and authority over the affairs of The Guild excepting those matters specifically reserved to the membership under these Bylaws.

The duty of the President is to direct and manage the affairs of The Guild and preside over all meetings. The year following a presidency, the past-president will remain on the Board in an ex-officio capacity to ensure continuity of the organization.

In the absence of the President, the Vice-President shall preside at meetings and perform other duties of the President.  The Vice President shall also arrange programs at regular membership meetings.

The Secretary is to keep minutes of business meetings and board meetings, to conduct correspondence, and to maintain a record of the membership or to see that a record is maintained by a membership records chair.

The Treasurer shall keep all funds, make payments of debts and expenses when authorized by the Executive Board, keep accounts of all monies received and expended, and render an accounting when called upon by the Board or general membership. The Treasury records shall be audited by an independent person(s) whenever there is a change of treasurer, or after a maximum of two-year intervals when the Treasurer remains the same.


Standing Committee Chairpersons shall be appointed by the President and will include the following: Exhibit, Membership, Newsletter, and Clothesline Sale. Chairpersons may be asked to attend board meetings when business related to their committees is to be discussed.

The Newsletter Editor, helped by the Executive Board and committee chairs, shall keep the membership informed on interesting and pertinent topics, and shall attend board meetings. Newsletters shall be published monthly.

The President shall appoint one representative to the Corvallis Arts Center Committee and one representative to serve on the Corvallis Arts Center Exhibition committee.
Other non-voting Committee Chairs such as Publicity, Fall Festival and Membership Records may be appointed at the discretion of the Board.


Section 1. Purpose – The purpose of the general meetings shall be to present programs of interest to the membership as well as conduct the necessary business of The Guild. Every attempt should be made to keep the business part of the meeting to no more than twenty minutes. The President at his/her discretion may (a) move the business meeting to a period of time following the arranged program, (b) table any remaining business until the next meeting, or (c) call an emergency and/or special meeting to conduct any tabled business.

1. The Guild shall have regular meetings on the first Monday of most months, with the exception of August and December. If the first Monday coincides with a holiday, the regular meeting will be held on the first Tuesday of the month.
2. Board meetings shall be monthly with meeting dates and times at the discretion of the Board. These meetings are open to the general membership.
3. Special business meetings may be called by the Executive Board and will be presided over by the President.

Section 2. Quorum – Those members in good standing present at a general meeting plus either the President or Vice-President shall constitute a quorum.


Section 1. Membership of the Executive Board – The Executive Board shall consist of the elected Officers (elected by the membership), the Standing Committee Chairpersons, and a Past President. Any Guild member may attend and speak at Executive Board meetings, but only Executive Board members may vote.

Section 2. Duties of the Executive Board – The Executive Board shall make policy decisions, plan and coordinate the activities of the Guild, condense business to be presented to the membership, and provide advice and direction for Chairpersons of the Standing Committees and fill in for them when necessary. In the event that one of the elected Officers resigns during his/her term the Executive Board will appoint someone to take over that position. The Executive Board shall meet at least four times per year. Any Guild member may attend and speak at the meeting but may not vote. If the presentation is longer than 5 minutes or will entail long discussion this must be cleared with the President ahead of time. The President at his/her discretion may delay the presentation to a later meeting.

Section 3. Quorum for Meetings of the Executive Board – The Executive Board shall be deemed to have reached a quorum for the purposes of conducting business when either the President or Vice President and any other two Board members are in attendance. 


Amendments to Bylaws may be proposed to the Executive Board by any member in good standing. After approval by the Board the proposed changes will be posted on The Guild’s website at least one month prior to a general meeting where they will be presented and discussed. The following month changes shall be enacted on the basis of a majority vote by the general membership at a special, announced meeting.


The Guild shall be deemed no longer able to function, if (a) the Guild is unable to elect a slate of Officers, and (b) the Guild is unable to hold general meetings, and (c) the Guild is unable to provide programs in which members participate, and (d) the remaining or previous Officer(s) feel that it is no longer possible to carry on the Guild. Upon this event, the Officer(s) may dissolve the Guild.

In the event that The Corvallis Art Guild ceases to function as an organization, the accumulated assets shall be turned over to a 501(c)(3) organization  to be used to further art education. This decision shall be made by members in good standing at the last meeting.